§ 14-9-702 - Assignment of partnership interest - Georgia Statutes

O.C.G.A. 14-9-702 (2010)
14-9-702. Assignment of partnership interest

(a) Unless otherwise provided in the partnership agreement:

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner;

(3) An assignment entitles the assignee to receive, to the extent assigned, the assignor's partnership interest;

(4) Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners;

(5) Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and

(6) The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment.

(b) A written partnership agreement may provide that a partner's partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates.